Proposed Changes in Aktia Bank's Board of Directors for 2025
Aktia Bank Plc is preparing for its Annual General Meeting in 2025, where a significant proposal has been put forward regarding the composition of its Board of Directors. This initiative aims to enhance the governance structure and ensure that the board is equipped with the necessary expertise to guide the bank in its strategic endeavors.
Board Composition Adjustments
In a move towards a more streamlined governance, the Shareholders’ Nomination Board recommends reducing the number of Board members from nine to seven. This modification is anticipated to foster more efficient discussions and decision-making processes within the board.
Re-Election of Current Members
As part of this proposed structure, five current Board members are suggested for re-election. These individuals include Joakim Frimodig, Carl Haglund, Maria Jerhamre Engström, Harri Lauslahti, and Matts Rosenberg. Their re-election is contingent upon their willingness to serve for another term, which will extend until the conclusion of the next Annual General Meeting.
New Board Members Joining
The proposal also includes the election of two new members: Hanne Katrama and Sari Somerkallio, both of whom have expressed their consent to join the Board. Detailed profiles of these new nominees will be available closer to the meeting date, ensuring shareholders can make informed decisions.
Independence and Expertise of Board Members
All suggested candidates are deemed independent of the company as per the guidelines of the Corporate Governance Code, except for Matts Rosenberg, who is the chair of RG Partners Oy, the largest shareholder of Aktia Bank. This distinction emphasizes the value placed on transparency and accountability in governance.
Leadership Roles Within the Board
Should these nominations pass, Matts Rosenberg is likely to be elected as the Chair of the Board, while Joakim Frimodig is expected to continue as the Deputy Chair. This leadership duo is anticipated to bring stability and direction to Aktia Bank’s strategic approach.
Remuneration Structure for Board Members
The Nomination Board has proposed that there will be no changes in the remuneration for Board members for the upcoming term. The remuneration structure is as follows:
- Chair: EUR 75,000
- Deputy Chair: EUR 50,000
- Member: EUR 40,000
In addition, Committee Chairs will receive an annual remuneration of EUR 8,000, while all board members will earn EUR 700 for each meeting attended. Should a board meeting necessitate travel outside a member’s country of residence, the remuneration increases to EUR 1,400.
Payment in Shares and Cash
Furthermore, to align the interests of the Board with that of shareholders, the Nomination Board suggests that approximately 40% of the annual remuneration be paid in Aktia shares. Shares will be acquired either through public trading or by transferring the company’s own shares. This strategy not only incentivizes Board members but also encourages them to act in the best interests of shareholders.
Governance Recommendations
The Shareholders' Nomination Board encourages shareholders to consider the overall proposal during the General Meeting rather than evaluating nominees individually. This holistic approach demonstrates the Board’s commitment to ensuring that all members collectively embody the requisite skills and experiences needed to navigate the complexities of managing a financial institution.
Role of the Nomination Board
The Shareholders’ Nomination Board consists of a diverse group presenting broad expertise in governance. It includes Chair Gisela Knuts and members such as Georg Ehrnrooth, Stefan Wallin, and Johan Hammarén, alongside Lasse Svens, who offers valuable insights as the chair of the current Board of Directors.
Further Information and Contact Details
The implications of these proposals will be reflected in the summons for the Annual General Meeting. For any inquiries regarding these proposals, Gisela Knuts can be reached directly at +358 40 769 8265.
Frequently Asked Questions
What is the proposed change in the Board's composition?
The proposal suggests reducing the number of Board members from nine to seven for more effective governance.
Who are the new proposed Board members?
Hanne Katrama and Sari Somerkallio are the new nominees suggested for the Board.
How is the remuneration structured for Board members?
The remuneration for the Chair will be EUR 75,000, Deputy Chair EUR 50,000, and regular members EUR 40,000, unchanged from previous terms.
What portion of the remuneration will be paid in shares?
Approximately 40% of the annual remuneration is proposed to be paid in Aktia shares to align interests with shareholders.
Who is responsible for the Nomination Board's proposals?
The Shareholders' Nomination Board, including various appointed members, is responsible for these proposals.
